Notices and Information. Deliver to the Bank: ----------------------- (i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto; (ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto; (iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA; (iv) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and (v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.
Appears in 7 contracts
Samples: Credit Agreement (Southwest Water Co), Credit Agreement (Southwest Water Co), Credit Agreement (Southwest Water Co)
Notices and Information. Deliver to the Bank: -----------------------Guarantied Party:
(i) promptly upon any officer of the Borrower Guarantor obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of DefaultDefault under the Indenture, the Loan Documents and the Station Agreements to which Guarantor is a party (b) that any Person has given any notice to the Borrower Guarantor, any of its Subsidiaries or any Subsidiary of the Borrower Loan Party or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e)subsection 7.2 of the Credit Agreement, (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or Guarantor, any of its Subsidiaries or any Loan Party equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 100,000 or any adverse determination in any litigation involving a potential liability of the Borrower or Guarantor, any of its Subsidiaries or any Loan Party equal to or greater than $500,000 which is not100,000, except for deductibles and self insurance reserves, fully in each case not covered by insurance maintained by Borrower insurance, or (d) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower Guarantor has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (a) Termination ERISA Event, or (b) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower Guarantor has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower Guarantor or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Guarantor or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (bc) all notices received by the Borrower Guarantor or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower Guarantor or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by product thereof, or concerning the filing of a lien upon, against or in connection with the BorrowerGuarantor, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) § 9507 of the Internal Revenue Code; and;
(v) promptly after the delivery to or by Guarantor or any of its Subsidiaries thereof, copies of all notices and reports delivered in connection with the Indenture or any material Indebtedness of Guarantor or any of its Subsidiaries;
(vi) promptly, and in any event within 30 twenty (20) days after the end of each calendar month, a report setting forth calculations in reasonable detail of the Granite Actual Incremental Expenses (as defined in the Credit Agreement) for such month; and
(vii) promptly, and in any event within ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries Guarantor as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerGuarantied Party.
Appears in 1 contract
Samples: Guaranty (Granite Broadcasting Corp)
Notices and Information. Deliver to the Bank: -----------------------Agent and each of the Banks:
(i) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or existing Potential Event of Default, (bB) that any Person has given any notice to the Borrower or any Consolidated Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 4,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not4,000,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", ," as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any material Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (B) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each material Pension Plan; and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the material imposition or material amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any material action or omission on the part of the Borrower or any of its Consolidated Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by-product thereof, or concerning the filing of a material lien upon, against or in connection with the Borrower, its Consolidated Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) ss. 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 ten (10) days after request, such other information and data with respect to the business affairs and financial condition of Borrower or any of its Consolidated Subsidiaries as from time to time may be reasonably requested by the Bank Agent and is reasonably available to Borrowera Bank.
Appears in 1 contract
Samples: Credit Agreement (Komag Inc /De/)
Notices and Information. Deliver to the Bank: ---------------------------------------------------
(i) promptly upon any officer the Chief Executive Officer, the Chief Financial Officer, or the Vice President-Finance of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of a Default or Potential an Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (c) of the institution of any litigation involving an alleged uninsured liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 10,000,000 or any adverse determination in any litigation involving a potential uninsured or unindemnified liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which 10,000,000, provided that in the case of an indemnified liability the indemnitor is notfinancially able to honor the indemnity if called upon to do so, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a wholeMaterial Adverse Change, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies forthcoming occurrence of (a) all notices received any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (b) any action by the Borrower or any ERISA Affiliate of its ERISA Affiliates Borrower to terminate or withdraw from a Plan or the filing of the Pension Benefit Guaranty Corporation's any notice of intent to terminate under Section 4041 of ERISA, (c) any Pension notice of noncompliance made with respect to a Plan or to have a trustee appointed to administer any Pension Plan under Section 4041(b) of ERISA, and (bd) all notices received by the Borrower or commencement of any of its ERISA Affiliates from proceeding with respect to a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to under Section 4202 4042 of ERISA;
(iviii) promptly, and in any event within 30 10 days after receipt thereof, a copy of any material notice, summons, citation, directive, letter or other form of communication from the FDA, the DEA, or any other governmental authority or court in any way concerning any allegedly unlawful action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federalthe manufacture, state or local law, rule, regulation, order or directive or any waste or byproduct thereofstorage, or concerning sale of products or the filing operation of a lien upon, against Borrower's or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code' businesses; and
(viv) promptly, and in any event within 30 days after promptly upon Bank's request, such other information statements, budgets, forecasts or reports as to Borrower and data with respect to the Borrower or any of its Subsidiaries as from time to time Bank reasonably may be reasonably requested by the Bank and is reasonably available to Borrowerrequest.
Appears in 1 contract
Notices and Information. Deliver The Borrower shall deliver to the Bank: -----------------------Lender:
(i) promptly upon any senior officer of the Borrower obtaining actual knowledge (aw) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bx) that any Person has given any notice to the Borrower any Loan Party or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (cy) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not10,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not10,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully in each case to the extent not covered by insurance maintained by Borrower insurance, or (dz) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower such Loan Party or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Hazardous Material or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiariessuch Loan Party or such Subsidiary, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code, in each case which could reasonably be expected to have a Material Adverse Effect;
(iii) concurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, a Compliance Certificate duly executed by the Chief Financial Officer of the Borrower that, among other things, (x) shows in reasonable detail the calculations used in determining the financial covenants set forth in Section 6.03 as of the end of such Fiscal Quarter, as applicable, and (y) states that no Potential Event of Default or Event of Default is continuing as of the date of delivery of such Compliance Certificate or, if a Potential Event of Default or Event of Default is continuing, states the nature thereof and the action that the Loan Parties propose to take with respect thereto;
(iv) (I) promptly following any change that would result in the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall execute and deliver to the Lender a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Regulation, in form and substance reasonably acceptable to the Lender and (II) thereafter (A) concurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, notify the Lender of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (B) if reasonably requested by the Lender, promptly and in no event later than five (5) Business Days after such request, provide the Lender any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to its stockholders, as the case may be;
(vi) promptly upon receipt thereof, copies of all material reports submitted to the Borrower by its independent certified public accountants in connection with each annual audit examination of the Borrower and its Subsidiaries made by such accountants, including the “management letter” submitted by such accountants to the Borrower in connection with their annual audit and any written management responses thereto, and copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any actual investigation or indicating a likely investigation by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; and
(vvii) promptly, and in any event and, to the extent practicable, within 30 days ten (10) Business Days after requestrequest by the Lender, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank Lender. Documents required to be delivered pursuant to Section 6.01(a)(i) or (ii) or Section 6.01(b)(v) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at: xxxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx/financial-information/sec-filings/default.aspx or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access; provided that, in each case: (x) the Borrower shall deliver paper copies of such documents to the Lender if the Lender so requests until a written request to cease delivering paper copies is reasonably available given by the Lender and (y) the Borrower shall notify the Lender (by facsimile, electronic mail, automatic electronic notification or other form of notification acceptable to Borrowerthe Lender) of the posting of any such documents.
Appears in 1 contract
Samples: Credit Agreement (Box Inc)
Notices and Information. Deliver to the BankAgent and each Lender: -----------------------
(i) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(f), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 2,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not2,000,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of promptly, but in any event within five (a5) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature Business Days after receipt thereof, what action the copies of all management letters, exception reports or similar letters or reports received by Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect theretofrom its independent certified public accountants;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and but in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Material Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by product thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Material Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; andCode if such act or omission may reasonably be expected to result in liability in an amount exceeding $100,000 for all such acts or omissions or if any such Lien, together with all other such Liens, is filed upon or against property the fair market value of which exceeds $100,000 in the aggregate;
(iv) prompt notice of the occurrence of any event or transaction described in Section 2.1(e);
(v) promptly, and but in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Samples: Credit Agreement (P Com Inc)
Notices and Information. Deliver The Seller shall furnish to the Bank: -----------------------Purchaser, and the Administrative Agent (who shall notify the other Lenders), in form and detail satisfactory to the Administrative Agent, with:
(i) promptly upon any officer after notice or knowledge thereof, notice of the Borrower obtaining knowledge (a) occurrence of any condition or event which constitutes an Default, Event of Default or Potential Event of DefaultServicer Default and the nature thereof;
(ii) promptly after notice or knowledge thereof, (b) notice that any Person has representation or warranty of the Seller set forth in Article IV (other than any breach of a Transferred Asset Representation and Warranty that was disclosed on the applicable Assignment) was incorrect at the time it was given any notice or deemed to have been given and at the same time deliver to the Borrower or any Subsidiary of Purchaser and the Borrower or taken any other action with respect to Administrative Agent a claimed default or event or condition of the type referred to written notice setting forth in Section 7.01(e), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and reasonable detail the nature of such claimed defaultfacts and circumstances. In particular, Event but without limiting the foregoing, the Seller shall notify the Purchaser and the Administrative Agent in the manner set forth in the preceding sentence before any Purchase Date of Defaultany facts or circumstances within the knowledge of the Seller which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made;
(iii) promptly after notice or knowledge thereof, Potential Event notice of Defaultthe occurrence of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, event including (A) breach or conditionnon-performance of, or any default under, a Contractual Obligation of the Seller; (B) any dispute, litigation, investigation, proceeding or suspension between the Seller and any Governmental Authority; or (C) the commencement of, or any material development in, any material litigation or proceeding affecting the Seller, including pursuant to any applicable Environmental Laws;
(iv) promptly after notice or knowledge thereof, notice of the occurrence of any ERISA Event;
(v) promptly after notice or knowledge thereof, notice of any Lien (other than any Lien created pursuant to the terms of the Loan Documents) known to it is made or asserted against any of the Transferred Receivables;
(vi) promptly after notice or knowledge thereof, notice of any determination that a Transferred Receivable that was purchased by the Purchaser hereunder did not satisfy the Transferred Receivable Representations and Warranties at the time of such purchase (except to the extent any such failure was disclosed on the applicable Assignment); or
(vii) promptly after notice or knowledge thereof, notice of any material change in accounting policies or financial reporting practices by the Seller. Each notice pursuant to this Section 5.1(l)(i) through (iv) shall be accompanied by a statement of a Financial Officer of the Seller setting forth details of the occurrence referred to therein and stating what action the Borrower Seller has taken, is taking taken and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written . Each notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 5.1(l)(i) shall describe with particularity any and all provisions of ERISA;
(iv) promptly, this Contribution Agreement and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLoan Document that have been breached.
Appears in 1 contract
Samples: Contribution and Sale Agreement (American Color Graphics Inc)
Notices and Information. Deliver to the Bank: -----------------------Agent and each Lender:
(i) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(f), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 100,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not100,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", ," as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan, (B) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and but in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by-product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue CodeCode if such act or omission may result in liability in an amount exceeding $100,000 for all such acts or omissions or if any such Lien, together with all other such Liens, is filed upon or against property the fair market value of which exceeds $100,000 in the aggregate; and
(v) promptly, and but in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Samples: Credit Agreement (Phase Metrics Inc)
Notices and Information. Deliver to the BankAgent and each Lender: -----------------------
(i) promptly upon any officer of the any Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower BEI or any Subsidiary of the Borrower BEI or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(f), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower BEI or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 1,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower BEI or any of its in Subsidiaries equal to or greater than $500,000 which is not1,000,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower BEI and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the such Borrower has taken, is taking and proposes to take with respect thereto;hereto:
(ii) promptly upon any Borrower becoming aware of the occurrence of or forthcoming occurrence of any (a) Termination ERISA Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the such Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and but in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower BEI or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by product thereof, or concerning conceding the filing of a lien upon, against or in connection with the BorrowerBEI, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Post- Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue CodeCode if such 40 act or omission may result in liability in an amount exceeding $500,000 for all such acts or omissions or if any such Lien, together with all other such Liens, is based upon or against property the fair market value of which exceeds $500,000 in the aggregate;
(iv) promptly following the establishment of any deposit account by BEI or any of its Subsidiaries, which BEI or such Subsidiary anticipates will have a cash balance from time to time in excess of $100,000, a notice setting forth the name of the financial institution with which such account has been established, the applicable account number and the Borrower or Subsidiary establishing such account; and
(v) promptly, and but in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower BEI or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Notices and Information. Deliver The Borrower shall deliver to the Bank: -----------------------Lender:
(i) promptly upon any senior officer of the Borrower obtaining actual knowledge (aw) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bx) that any Person has given any notice to the Borrower any Loan Party or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (cy) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully in each case to the extent not covered by insurance maintained by Borrower insurance, or (dz) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower such Loan Party or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Hazardous Material or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiariessuch Loan Party or such Subsidiary, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code; and, in each case which could reasonably be expected to have a Material Adverse Effect;
(viii) promptlyconcurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, a Compliance Certificate duly executed by the Chief Financial Officer of the Borrower that, among other things, (x) shows in reasonable detail the calculations used in determining the financial covenants set forth in Section 6.03(a) and in Section 6.03(b) as of the end of such Fiscal Quarter, as applicable, and in any event within 30 days after request(y) states that no Potential Event of Default or Event of Default is continuing as of the date of delivery of such Compliance Certificate or, such other information if a Potential Event of Default or Event of Default is continuing, states the nature thereof and data the action that the Loan Parties propose to take with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.thereto;
(iv) reserved;
Appears in 1 contract
Samples: Credit Agreement (Box Inc)
Notices and Information. Deliver to the Bank: -----------------------Agent:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(eSECTION 7.1(e), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 1,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not1,000,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies forthcoming occurrence of (a) all notices received any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (b) any action by the Borrower or any of its ERISA Affiliates Affiliate of the Pension Benefit Guaranty Corporation's Borrower to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (c) any Pension notice of noncompliance made with respect to a Plan or to have a trustee appointed to administer any Pension Plan under Section 4041(b) of ERISA, and (bd) all notices received by the Borrower or commencement of any of its ERISA Affiliates from proceeding with respect to a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to under Section 4202 4042 of ERISA;
(iviii) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) ss. 9507 of the Internal Revenue Code;
(iv) promptly upon becoming aware of the occurrence of or forthcoming occurrence of a Change of Control, an officer's certificate describing, in reasonable detail, the specifics of the Change of Control; and
(v) promptly, and in any event within 30 days after promptly upon the Agent's request, such other information statements, lists of property and data with respect accounts, budgets, forecasts or reports as to the Borrower or any of and its Subsidiaries as from time to time the Agent may be reasonably requested by the Bank and is reasonably available to Borrowerrequest.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Lender:
(i) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(f), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 250,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not250,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", ," as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan, (B) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and but in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by product thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) ' 9507 of the Internal Revenue CodeCode if such act or omission may result in liability in an amount exceeding $100,000 for all such acts or omissions or if any such Lien, together with all other such Liens, is filed upon or against property the fair market value of which exceeds $100,000 in the aggregate; and
(v) promptly, and but in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLender.
Appears in 1 contract
Samples: Credit Agreement (Ditech Corp)
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e) or Section 7.01(f), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "“prohibited transaction"”, as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 10 days after the effective date thereof, a copy of all amendments to any of the loan documents governing any of the unsecured debt permitted by Section 6.02(e)(iv) (including, without limitation, the Union Loan Documents);
(v) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) § 9507 of the Internal Revenue Code; and
(vvi) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower or EIG obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower Borrower, EIG or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower Borrower, EIG or any of its their respective Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 200,000 or any adverse determination in any litigation involving a potential liability of the Borrower Borrower, EIG or any of its their respective Subsidiaries equal to or greater than $500,000 which is not200,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower Borrower, EIG and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or EIG has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of (A) any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (aB) Termination Eventany action by the Borrower, EIG or any ERISA Affiliate of the Borrower or EIG to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (C) any notice of noncompliance made with respect to a Plan under Section 4041 (b) of ERISA, or (bD) non-exempt "prohibited transaction", as such term is defined in the commencement of any proceeding with respect to a Plan under Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 4042 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an officers' certificate specifying the nature thereofand period of existence of any such condition or event, or specifying the notice given or action taken and the nature of planned termination claimed noncompliance, and what action the Borrower has taken, is taking or and proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower Borrower, EIG or any of its their respective Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien alien upon, against or in connection with the Borrower, its EIG, their respective Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code; and
(viv) promptly, and in any event within 30 days after promptly upon the Bank's request, such other information statements, lists of property and data with respect accounts, budgets, forecasts or reports as to the Borrower or any of its Borrower, EIG and their respective Subsidiaries as from time to time may be reasonably requested by the Bank and is may reasonably available to Borrowerrequest.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower or EIG obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower Borrower, EIG or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower Borrower, EIG or any of its their respective Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 200,000 or any adverse determination in any litigation involving a potential liability of the Borrower Borrower, EIG or any of its their respective Subsidiaries equal to or greater than $500,000 which is not200,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower Borrower, EIG and its Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or EIG has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of (A) any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (aB) Termination Eventany action by the Borrower, EIG or any ERISA Affiliate of the Borrower or EIG to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (C) any notice of noncompliance made with respect to a Plan under Section 4041(b) of ERISA, or (bD) non-exempt "prohibited transaction", as such term is defined in the commencement of any proceeding with respect to a Plan under Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 4042 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an officers' certificate specifying the nature thereofand period of existence of any such condition or event, or specifying the notice given or action taken and the nature of planned termination claimed noncompliance, and what action the Borrower has taken, is taking or and proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower Borrower, EIG or any of its their respective Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its EIG, their respective Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code; and
(viv) promptly, and in any event within 30 days after promptly upon the Bank's request, such other information statements, lists of property and data with respect accounts, budgets, forecasts or reports as to the Borrower or any of its Borrower, EIG and their respective Subsidiaries as from time to time may be reasonably requested by the Bank and is may reasonably available to Borrowerrequest.
Appears in 1 contract
Notices and Information. Deliver The Borrower shall deliver to the Bank: -----------------------Lender:
(i) promptly upon any senior officer of the Borrower obtaining actual knowledge (aw) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bx) that any Person has given any notice to the Borrower any Loan Party or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (cy) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully in each case to the extent not covered by insurance maintained by Borrower insurance, or (dz) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower such Loan Party or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Hazardous Material or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiariessuch Loan Party or such Subsidiary, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code, in each case which could reasonably be expected to have a Material Adverse Effect;
(iii) concurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, a Compliance Certificate duly executed by the Chief Financial Officer of the Borrower that, among other things, (x) shows in reasonable detail the calculations used in determining the financial covenants set forth in Section 6.03(a) and in Section 6.03(b) as of the end of such Fiscal Quarter, as applicable, and (y) states that no Potential Event of Default or Event of Default is continuing as of the date of delivery of such Compliance Certificate or, if a Potential Event of Default or Event of Default is continuing, states the nature thereof and the action that the Loan Parties propose to take with respect thereto;
(iv) reserved;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to its stockholders, as the case may be;
(vi) promptly upon receipt thereof, copies of all material reports submitted to the Borrower by its independent certified public accountants in connection with each annual audit examination of the Borrower and its Subsidiaries made by such accountants, including the “management letter” submitted by such accountants to the Borrower in connection with their annual audit and any written management responses thereto, and copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any actual investigation or indicating a likely investigation by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; and
(vvii) promptly, and in any event and, to the extent practicable, within 30 days ten (10) Business Days after requestrequest by the Lender, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank Lender. Documents required to be delivered pursuant to Section 6.01(a)(i) or (ii) or Section 6.01(b)(v) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at; xxxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx/financial-information/sec-filings/default.aspx or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access; provided that: (x) the Borrower shall deliver paper copies of such documents to the Lender if the Lender so requests until a written request to cease delivering paper copies is reasonably available given by the Lender and (y) the Borrower shall notify the Lender (by facsimile, electronic mail, automatic electronic notification or other form of notification acceptable to Borrowerthe Lender) of the posting of any such documents.
Appears in 1 contract
Samples: Credit Agreement (Box Inc)
Notices and Information. Deliver to the Bank: -----------------------Lender:
(ia) promptly upon any officer of the Borrower obtaining knowledge (ai) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(e), (ciii) of the institution of of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not[***], except for deductibles and self insurance reservesin the aggregate, fully covered by insurance maintained by Borrower or (iv) of any adverse determination material casualty to its assets resulting in any litigation involving a potential liability loss in excess of $[***], in the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is notaggregate, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dv) of a material adverse change condition or events that could reasonably be expected to result in the businessa Material Adverse Effect, operations, properties, assets a certificate signed by a Trustee or condition (financial or otherwise) a duly authorized officer of the Borrower and its SubsidiariesBorrower, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an officer’s certificate duly executed by an authorized officer of the Borrower specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its their ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(d) promptly, copies of all amendments or modifications to the Governing Documents of any Loan Party (including the Declaration of Trust and each Subsidiary Governing Agreement) or any Underlying Fund Documents;
(e) promptly, written notice of any action to remove or replace (i) any Trustee of the Borrower, (ii) the Investment Advisor as an investment advisor of the Borrower, (iii) the Administrator as the administrator of the Borrower, (iv) the Custodian as the sole custodian of the Borrower, or (v) the trustee, manager, general partner or any other applicable governing Person of any Loan Party;
(f) promptly, written notice in the event that the Borrower decides to seek the approval of its shareholders or any other applicable authorizing Person(s) to effect a change in any of the Fund Policies; and
(g) promptly, and in any event within 30 days ten (10) Business Days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower Borrower, any other Loan Party or any of its their respective Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLender.
Appears in 1 contract
Samples: Credit Agreement (First Trust Alternative Opportunities Fund)
Notices and Information. Deliver to the Bank: -----------------------Agent and each Lender:
(i) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bB) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1((f)), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Domestic Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Domestic Subsidiaries equal to or greater than $500,000 which is not500,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Domestic Subsidiaries, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly, but in any event within five (5) Business Days after receipt thereof, copies of all management letters, exception reports or similar letters or reports received by Borrower from its independent certified public accountants;
(iii) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", ," as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiiiv) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan, (B) upon a request from the Agent or a Lender, each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISAERISA under circumstances that would reasonably be expected to cause a Material Adverse Effect;
(ivv) immediately upon any officer of the Borrower obtaining knowledge that the payment of notes under the Indenture has been accelerated because of an event of default thereunder, a written notice of such acceleration;
(vi) promptly, and but in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by product thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue CodeCode if such act or omission may result in liability in an amount exceeding $500,000 for all such acts or omissions or if any such Lien, together with all other such Liens, is filed upon or against property the fair market value of which exceeds $500,000 in the aggregate; and
(vvii) promptly, and but in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Domestic Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Notices and Information. Deliver to the Bank: -----------------------Lender:
(ia) promptly upon any officer of the Borrower obtaining knowledge (ai) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(e), (ciii) of the institution of of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not500,000.00, except for deductibles and self insurance reservesin the aggregate, fully covered by insurance maintained by Borrower or (iv) of any adverse determination material casualty to its assets resulting in any litigation involving a potential liability loss in excess of $500,000.00, in the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is notaggregate, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dv) of a material adverse change condition or events that could reasonably be expected to result in the businessa Material Adverse Effect, operations, properties, assets a certificate signed by a Trustee or condition (financial or otherwise) a duly authorized officer of the Borrower and its SubsidiariesBorrower, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an officer’s certificate duly executed by an authorized officer of the Borrower specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its their ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(d) promptly, copies of all amendments or modifications to the Governing Documents of any Loan Party (including the Declaration of Trust and each Subsidiary Governing Agreement) or any Underlying Fund Documents;
(e) promptly, written notice of any action to remove or replace (i) any Trustee of the Borrower, (ii) the Investment Advisor as an investment advisor of the Borrower, (iii) the Administrator as the administrator of the Borrower, (iv) the Custodian as the sole custodian of the Borrower, or (v) the trustee, manager, general partner or any other applicable governing Person of any Loan Party;
(f) promptly, written notice in the event that the Borrower decides to seek the approval of its shareholders or any other applicable authorizing Person(s) to effect a change in any of the Fund Policies; and
(g) promptly, and in any event within 30 days ten (10) Business Days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower Borrower, any other Loan Party or any of its their respective Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLender.
Appears in 1 contract
Samples: Credit Agreement (First Trust Alternative Opportunities Fund)
Notices and Information. Deliver to Restructure Agent and each of the Bank: -----------------------Restructure Lenders subject to the last sentence of Section 8.1(f):
(i1) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an a Restructure Event of Default or existing Potential Restructure Event of Default, (bB) that any Person has given any notice to the Borrower or any Consolidated Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e9.1(e), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 4,000,000.00 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not4,000,000.00, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Restructure Event of Default, Potential Restructure Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii2) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation ("PBGC") with respect thereto;
(iii3) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty CorporationPBGC's intent to terminate any material Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (B) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each material Pension Plan; and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the material imposition or material amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv4) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any material action or omission on the part of the Borrower or any of its Consolidated Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by-product thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.a
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e) or Section 7.01(f), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by the Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by the Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "“prohibited transaction"”, as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 10 days after the effective date thereof, a copy of all amendments to any of the loan documents governing any of the debt permitted by Section 6.02(e)(iv) (including, without limitation, the BofA Loan Documents);
(v) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) § 9507 of the Internal Revenue Code; and
(vvi) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to the Borrower.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer the Chief Executive Officer, the Vice President-Finance, or the Director of the Finance of Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of a Default or Potential an Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (c) of the institution of any litigation involving an alleged uninsured liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 5,000,000 or any adverse determination in any litigation involving a potential uninsured liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 5,000,000 or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a wholeMaterial Adverse Change, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies forthcoming occurrence of (a) all notices received any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (b) any action by the Borrower or any ERISA Affiliate of its ERISA Affiliates Borrower to terminate or withdraw from a Plan or the filing of the Pension Benefit Guaranty Corporation's any notice of intent to terminate under Section 4041 of ERISA, (c) any Pension notice of noncompliance made with respect to a Plan or to have a trustee appointed to administer any Pension Plan under Section 4041(b) of ERISA, and (bd) all notices received by the Borrower or commencement of any of its ERISA Affiliates from proceeding with respect to a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to under Section 4202 4042 of ERISA;
(iviii) promptly, and in any event within 30 10 days after receipt thereof, a copy of any material notice, summons, citation, directive, letter or other form of communication from the FDA, the DEA, or any other governmental authority or court in any way concerning any allegedly unlawful action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federalthe manufacture, state or local law, rule, regulation, order or directive or any waste or byproduct thereofstorage, or concerning sale of products or the filing operation of a lien upon, against Borrower's or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code' businesses; and
(viv) promptly, and in any event within 30 days after promptly upon Bank's request, such other information statements, budgets, forecasts or reports as to Borrower and data with respect to the Borrower or any of its Subsidiaries as from time to time Bank reasonably may be reasonably requested by the Bank and is reasonably available to Borrowerrequest.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 1,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not100,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies forthcoming occurrence of (a) all notices received any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (b) any action by the Borrower or any of its ERISA Affiliates Affiliate of the Pension Benefit Guaranty Corporation's Borrower to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (c) any Pension notice of noncompliance made with respect to a Plan or to have a trustee appointed to administer any Pension Plan under Section 4041(b) of ERISA, and (bd) all notices received by the Borrower or commencement of any of its ERISA Affiliates from proceeding with respect to a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to under Section 4202 4042 of ERISA;
(iviii) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(viv) promptly, and in any event within 30 days after promptly upon the Bank's request, such other information statements, lists of property and data with respect accounts, budgets, forecasts or reports as to the Borrower or any of and its Subsidiaries as from time to time may be reasonably requested by the Bank and is may reasonably available to Borrowerrequest.
Appears in 1 contract
Samples: Credit Agreement (Keystone Automotive Industries Inc)
Notices and Information. Deliver The Borrower shall deliver to the Bank: -----------------------Lender:
(i) promptly upon any senior officer of the Borrower obtaining actual knowledge (aw) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bx) that any Person has given any notice to the Borrower any Loan Party or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (cy) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully in each case to the extent not covered by insurance maintained by Borrower insurance, or (dz) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower such Loan Party or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Hazardous Material or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiariessuch Loan Party or such Subsidiary, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code, in each case which could be reasonably be expected to have a Material Adverse Effect;
(iii) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a Compliance Certificate duly executed by the Chief Financial Officer of the Borrower that, among other things, (x) shows in reasonable detail the calculations used in determining the financial covenants set forth in Section 6.03(a) as of the end of such calendar month and in Section 6.03(b) as of the end of such calendar month that is also the end of a Fiscal Quarter and (y) states that no Potential Event of Default or Event of Default is continuing as of the date of delivery of such Compliance Certificate or, if a Potential Event of Default or Event of Default is continuing, states the nature thereof and the action that the Loan Parties propose to take with respect thereto;
(iv) as soon as available, but in any event within thirty (30) days after the end of each calendar month, cause any brokerage firm and any other financial institution (other than the Lender and its Affiliates) with which the Borrower maintains deposit account(s), securities account(s), investment account(s) or other accounts, in the name of or used by the Borrower, that are subject to an account control agreement in favor of Lender, to deliver a copy of the account statement for such calendar month, directly to the Lender; provided, however, that if the Lender has timely received such account statements directly from such brokerage firm or other financial institution under the terms of the applicable account control agreement, then this Section 6.01(b)(iv) shall not apply with respect to the accounts covered thereby;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to its stockholders, as the case may be;
(vi) promptly upon receipt thereof, copies of all material reports submitted to the Borrower by its independent certified public accountants in connection with each annual audit examination of the Borrower and its Subsidiaries made by such accountants, including the “management letter” submitted by such accountants to the Borrower in connection with their annual audit and any written management responses thereto, and copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any actual investigation or indicating a likely investigation by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; and
(vvii) promptly, and in any event and, to the extent practicable, within 30 days ten (10) Business Days after requestrequest by the Lender, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank Lender. Documents required to be delivered pursuant to Section 6.01(a)(i) or (ii) or Section 6.01(b)(v) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on the Borrower’s signature page hereto; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access; provided that: (x) the Borrower shall deliver paper copies of such documents to the Lender if the Lender so requests until a written request to cease delivering paper copies is reasonably available given by the Lender and (y) the Borrower shall notify the Lender (by facsimile, electronic mail, automatic electronic notification or other form of notification acceptable to Borrowerthe Lender) of the posting of any such documents.
Appears in 1 contract
Samples: Credit Agreement (Box Inc)
Notices and Information. Deliver The Borrower shall deliver to the Bank: -----------------------Lender:
(i) promptly upon any senior officer of the Borrower obtaining actual knowledge (aw) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bx) that any Person has given any notice to the Borrower any Loan Party or any Subsidiary of the Borrower its Subsidiaries or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e), (cy) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,00010,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower any Loan Party or any of its Subsidiaries equal to or greater than $500,000 which is not5,000,00010,000,000 with respect to any such Person, except for deductibles and self insurance reserves, fully in each case to the extent not covered by insurance maintained by Borrower insurance, or (dz) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower or the applicable Subsidiary has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower such Loan Party or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Hazardous Material or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiariessuch Loan Party or such Subsidiary, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code, in each case which could reasonably be expected to have a Material Adverse Effect;
(iii) concurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, a Compliance Certificate duly executed by the Chief Financial Officer of the Borrower that, among other things, (x) shows in reasonable detail the calculations used in determining the financial covenants set forth in Section 6.03(a) and in Section 6.03(b) as of the end of such Fiscal Quarter, as applicable, and (y) states that no Potential Event of Default or Event of Default is continuing as of the date of delivery of such Compliance Certificate or, if a Potential Event of Default or Event of Default is continuing, states the nature thereof and the action that the Loan Parties propose to take with respect thereto;
(iv) (I) promptly following any change that would result in the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall execute and deliver to the Lender a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Regulation, in form and substance reasonably acceptable to the Lender and (II) thereafter (A) concurrently with any delivery of financial statements under clause (a)(i) or (a)(ii) above, notify the Lender of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (B) if reasonably requested by the Lender, promptly and in no event later than five (5) Business Days after such request, provide the Lender any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed to its stockholders, as the case may be;
(vi) promptly upon receipt thereof, copies of all material reports submitted to the Borrower by its independent certified public accountants in connection with each annual audit examination of the Borrower and its Subsidiaries made by such accountants, including the “management letter” submitted by such accountants to the Borrower in connection with their annual audit and any written management responses thereto, and copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any actual investigation or indicating a likely investigation by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; and
(vvii) promptly, and in any event and, to the extent practicable, within 30 days ten (10) Business Days after requestrequest by the Lender, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank Lender. Documents required to be delivered pursuant to Section 6.01(a)(i) or (ii) or Section 6.01(b)(v) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at; xxxxx://xxx.xxxxxxxxxxxxxxxxxxxx.xxx/financial-information/sec-filings/default.aspx or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which the Lender has access; provided that: (x) the Borrower shall deliver paper copies of such documents to the Lender if the Lender so requests until a written request to cease delivering paper copies is reasonably available given by the Lender and (y) the Borrower shall notify the Lender (by facsimile, electronic mail, automatic electronic notification or other form of notification acceptable to Borrowerthe Lender) of the posting of any such documents.
Appears in 1 contract
Samples: Credit Agreement (Box Inc)
Notices and Information. Deliver to Restructure Agent and each of the Bank: -----------------------Restructure Lenders subject to the last sentence of Section 8.1(f):
(i1) promptly upon any officer of the Borrower obtaining knowledge (aA) of any condition or event which constitutes an a Restructure Event of Default or existing Potential Restructure Event of Default, (bB) that any Person has given any notice to the Borrower or any Consolidated Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e9.1(e), (cC) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 4,000,000.00 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Consolidated Subsidiaries equal to or greater than $500,000 which is not4,000,000.00, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dD) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Restructure Event of Default, Potential Restructure Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii2) promptly upon becoming aware of the occurrence of or forthcoming occurrence of any (aA) Termination Event, or (bB) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation ("PBGC") with respect thereto;
(iii3) with reasonable promptness copies of (aA) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty CorporationPBGC's intent to terminate any material Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (B) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each material Pension Plan; and (bC) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the material imposition or material amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv4) promptly, and in any event within 30 thirty (30) days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any material action or omission on the part of the Borrower or any of its Consolidated Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct by-product thereof, or concerning the filing of a material lien upon, against or in connection with the Borrower, its Consolidated Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code; and
(v5) promptly, and in any event within 30 fifteen (15) days after request, such other information and data with respect to the business affairs and financial condition of the Borrower or any of its Consolidated Subsidiaries as from time to time may be reasonably requested by Restructure Agent or any Restructure Lender; provided, however, that such fifteen (15) day period may be extended for a reasonable period at the Bank request of the Borrower and with the consent of the Restructure Agent (which consent shall not be unreasonably withheld) if the Borrower determines that such information and data cannot reasonably be provided within such fifteen (15) day period.
(6) promptly, and in any event within two business days after such event, written notice on each occasion that the Borrower's cash balance is reasonably available to Borrowerless than the required minimum amount for such period as set forth in Section 8.2(b) for five consecutive business days from the date that the Borrower first has knowledge that its cash balance is less than such required minimum cash balance.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Lender:
(ia) promptly upon any officer of the Borrower obtaining knowledge (ai) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(e), (ciii) of the institution of of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not100,000, except for deductibles and self insurance reservesin the aggregate, fully covered by insurance maintained by Borrower or (iv) of any adverse determination material casualty to its assets resulting in any litigation involving a potential liability loss in excess of $100,000, in the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is notaggregate, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dv) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' certificate Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an Officer’s Certificate specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;; and
(ivd) promptly, and in any event within 30 thirty (30) days after following receipt thereofthereof by the Borrower, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority Governmental Authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Environmental Law or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code;
(e) promptly after filing, receipt or becoming aware thereof, copies of any filings or communications sent to and notices or other communications received by the Borrower or any of its Subsidiaries from any Governmental Authority, including, without limitation, the SEC, the Federal Communications Commission, the New York Public Service Commission or the New Jersey Board of Public Utilities, or any other state utility commission relating to any material noncompliance by the Borrower or any of its Subsidiaries with any Laws or with respect to any matter or proceeding the effect of which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and
(vf) promptly, and in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLender.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e) or Section 7.01(f), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "“prohibited transaction"”, as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 10 days after the effective date thereof, a copy of all amendments to any of the loan documents governing any of the unsecured debt permitted by Section 6.02(e)(iv) (including, without limitation, the BofA Loan Documents);
(v) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) § 9507 of the Internal Revenue Code; and
(vvi) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Lender:
(ia) promptly upon any officer of the Borrower obtaining knowledge (ai) of any condition or event which constitutes an Event of Default or Potential Event of Default, (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(e), (ciii) of the institution of of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not[ ], except for deductibles and self insurance reservesin the aggregate, fully covered by insurance maintained by Borrower or (iv) of any adverse determination material casualty to its assets resulting in any litigation involving a potential liability loss in excess of $[ ], in the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is notaggregate, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dv) of a material adverse change condition or events that could reasonably be expected to result in the businessa Material Adverse Effect, operations, properties, assets a certificate signed by a Trustee or condition (financial or otherwise) a duly authorized officer of the Borrower and its SubsidiariesBorrower, taken as a whole, an officers' certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an officer’s certificate duly executed by an authorized officer of the Borrower specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its their ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(d) promptly, copies of all amendments or modifications to the Governing Documents of any Loan Party (including the Declaration of Trust and each Subsidiary Governing Agreement) or any Underlying Fund Documents;
(e) promptly, written notice of any action to remove or replace (i) any Trustee of the Borrower, (ii) the Investment Advisor as an investment advisor of the Borrower, (iii) the Administrator as the administrator of the Borrower, (iv) the Custodian as the sole custodian of the Borrower, or (v) the trustee, manager, general partner or any other applicable governing Person of any Loan Party;
(f) promptly, written notice in the event that the Borrower decides to seek the approval of its shareholders or any other applicable authorizing Person(s) to effect a change in any of the Fund Policies; and
(g) promptly, and in any event within 30 days ten (10) Business Days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code; and
(v) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower Borrower, any other Loan Party or any of its their respective Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerLender.
Appears in 1 contract
Samples: Credit Agreement (First Trust Hedged Strategies Fund)
Notices and Information. Deliver to the Bank: -----------------------:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e) or Section 7.01(f), (c) of the institution of any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' ’ certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "“prohibited transaction"”, as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies of (a) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan and (b) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(iv) promptly, and in any event within 10 days after the effective date thereof, a copy of all amendments to any of the loan documents governing any of the debt permitted by Section 6.02(e)(iv) (including, without limitation, the Union Loan Documents);
(v) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) § 9507 of the Internal Revenue Code; and
(vvi) promptly, and in any event within 30 days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to Borrower.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Agent and the Lenders:
(ia) promptly upon any officer of the Borrower obtaining knowledge knowledge: (ai) of any condition or event which constitutes an Event of Default or Potential Event of Default, ; (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(e), ; (ciii) of the institution of of, or any adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not100,000, except for deductibles and self insurance reservesin the aggregate; (iv) of any material casualty to its assets resulting in a loss in excess of $100,000, fully covered by insurance maintained by Borrower in the aggregate; (v) of any amendment or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal change to or greater violation of either the NYPSC Order or the NJBPU Order other than $500,000 which is not, except for deductibles errata and self insurance reserves, fully covered by insurance maintained by Borrower similar non-substantive notices; or (dvi) of any condition or event that could reasonably be expected to cause a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a wholeMaterial Adverse Effect, an officers' certificate Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an Officer’s Certificate specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(ivd) promptly, and in any event within 30 thirty (30) days after following receipt thereofthereof by the Borrower, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority Governmental Authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Environmental Law or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code;
(e) promptly after filing, receipt or becoming aware thereof, copies of any filings or communications sent to and notices or other communications received by the Borrower or any of its Subsidiaries from any Governmental Authority, including, without limitation, the SEC, the Federal Communications Commission, the New York Public Service Commission or the New Jersey Board of Public Utilities, or any other state utility commission relating to any material noncompliance by the Borrower or any of its Subsidiaries with any Laws or with respect to any matter or proceeding the effect of which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and
(vf) promptly, and in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Agent:
(ia) promptly upon any officer of the Borrower obtaining knowledge (ai) of any condition or event which constitutes an Event the occurrence of a Default or Potential Event of Default, (bii) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed cross-default or event or condition of the type referred to in Section 7.01(e8.1(f), (ciii) of the institution of of, or any materially adverse development in, any litigation involving an alleged liability (including possible forfeiture of property) of the Borrower or any of its Domestic Subsidiaries equal to or greater than $500,000 which is not500,000, except for deductibles and self insurance reservesin the aggregate, fully covered by insurance maintained by Borrower or (iv) of any adverse determination material casualty to its assets resulting in any litigation involving a potential liability loss in excess of $500,000, in the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is notaggregate, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (dv) of a material adverse change in the business, operations, properties, assets condition or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as events that could reasonably be expected to cause a wholeMaterial Adverse Effect, an officers' certificate Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has takenBorrower, is taking and proposes to take with respect thereto;
(iib) promptly upon any officer of the Borrower becoming aware of the occurrence of or forthcoming occurrence of any (ai) Termination ERISA Event, or (bii) non-exempt "“prohibited transaction", ,” as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice an Officer’s Certificate specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iiic) with reasonable promptness following receipt thereof by the Borrower, copies of (ai) all notices received by the Borrower or any of its ERISA Affiliates of the Pension Benefit Guaranty Corporation's ’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (biii) all notices received by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(ivd) promptly, and in any event within 30 thirty (30) days after following receipt thereofthereof by the Borrower, a copy of any notice, summons, citation, directive, letter or other form of written communication from any governmental authority Governmental Authority or court in any way concerning any action or omission alleged violation on the part of the Borrower or any of its Domestic Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive Environmental Law or any waste or byproduct by product thereof, or concerning the filing of a lien Lien upon, against or in connection with the Borrower, its Domestic Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) Section 9507 of the Internal Revenue Code; and
(ve) promptly, and in any event within 30 ten (10) days after request, such other information and data with respect to the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Bank and is reasonably available to BorrowerAgent or any Lender.
Appears in 1 contract
Notices and Information. Deliver to the Bank: -----------------------Agent:
(i) promptly upon any officer of the Borrower obtaining knowledge (a) of any condition or event which constitutes an Event of Default or Potential Event of Default, (b) that any Person has given any notice to the Borrower or any Subsidiary of the Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 7.01(e7.1(e), (c) of the institution of any litigation involving an alleged -------------- liability (including possible forfeiture of property) of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower 1,000,000 or any adverse determination in any litigation involving a potential liability of the Borrower or any of its Subsidiaries equal to or greater than $500,000 which is not1,000,000, except for deductibles and self insurance reserves, fully covered by insurance maintained by Borrower or (d) of a material adverse change in the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, an officers' officer's certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such holder or Person and the nature of such claimed default, Event of Default, Potential Event of Default, event or condition, and what action the Borrower has taken, is taking and proposes to take with respect thereto;
(ii) promptly upon becoming aware of the occurrence of any (a) Termination Event, or (b) non-exempt "prohibited transaction", as such term is defined in Section 4975 of the Internal Revenue Code or a transaction prohibited by Section 406 of ERISA, in connection with any Employee Benefit Plan or any trust created thereunder, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation with respect thereto;
(iii) with reasonable promptness copies forthcoming occurrence of (a) all notices received any reportable event under Section 4043(b) of ERISA for which the PBGC requires 30 day notice, (b) any action by the Borrower or any of its ERISA Affiliates Affiliate of the Pension Benefit Guaranty Corporation's Borrower to terminate or withdraw from a Plan or the filing of any notice of intent to terminate under Section 4041 of ERISA, (c) any Pension notice of noncompliance made with respect to a Plan or to have a trustee appointed to administer any Pension Plan under Section 4041(b) of ERISA, and (bd) all notices received by the Borrower or commencement of any of its ERISA Affiliates from proceeding with respect to a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to under Section 4202 4042 of ERISA, an officer's certificate specifying the nature of such occurrence or forthcoming occurrence;
(iviii) promptly, and in any event within 30 days after receipt thereof, a copy of any notice, summons, citation, directive, letter or other form of communication from any governmental authority or court in any way concerning any action or omission on the part of the Borrower or any of its Subsidiaries in connection with any substance defined as toxic or hazardous by any applicable federal, state or local law, rule, regulation, order or directive or any waste or byproduct thereof, or concerning the filing of a lien upon, against or in connection with the Borrower, its Subsidiaries, or any of their leased or owned real or personal property, in connection with a Hazardous Substance Superfund or a Post-Closure Liability Fund as maintained pursuant to (S) 9507 of the Internal Revenue Code;
(iv) promptly upon becoming aware of the occurrence of or forthcoming occurrence of a Change of Control, an officer's certificate describing, in reasonable detail, the specifics of the Change of Control; and
(v) promptly, and in any event within 30 days after promptly upon the Agent's request, such other information statements, lists of property and data with respect accounts, budgets, forecasts or reports as to the Borrower or any of and its Subsidiaries as from time to time the Agent may be reasonably requested by the Bank and is reasonably available to Borrowerrequest.
Appears in 1 contract
